UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

NORTHWEST NATURAL HOLDING COMPANY

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

220 NW SECOND AVENUE250 SW TAYLOR STREET

PORTLAND, OR 9720997204

April 11, 201916, 2020

To the Shareholders of Northwest Natural Holding Company:

We cordially invite you to attendAt the 2019time we are distributing this notice of the 2020 Annual Meeting of Shareholders of Northwest Natural Holding Company (NW Holdings or the Company), there are ongoing national, state and local developments related to the novel coronavirusCOVID-19(COVID-19). After due consideration, the NW Holdings Board of Directors has determined to hold the 2020 Annual Meeting virtually, via a live webcast. Our Board of Directors did not come to this decision lightly. We believe this format change is an important act to support flattening theCOVID-19 curve and to protect the health and well-being of our shareholders, employees, directors and community. While we will miss welcoming each of our shareholders in person, we have made arrangements to hold an electronic, webcast meeting that will afford shareholders the same rights and access as if the meeting were held in person, including the ability to vote shares electronically during the meeting. We appreciate your understanding and support as we navigate these unique times. It is our sincere hope that you and your families are taking the steps necessary to remain safe and healthy!

We cordially invite you to attend the 2020 Annual Meeting of Shareholders of Northwest Natural Holding Company, which will be held in the Hospitality Suite on the Fourth Floor of NW Holdings’ offices, 220 NW Second Avenue, Portland, Oregon 97209 on Thursday, May 23, 2019,28, 2020, commencing at 2:00 p.m. Pacific Daylight Time.Time, conducted via live webcast atwww.virtualshareholdermeeting.com/NWN2020. We look forward to greeting as many of our shareholders as are able to join us.

This year will be the first Annual Meeting of Shareholders after the completion of the reorganization of Northwest Natural Gas Company (NW Natural) into a holding company. As you may recall, at the 2018 Annual Meeting of Shareholders of NW Natural, the shareholders were asked to consider and vote upon a proposal to approve the reorganization of NW Natural into a holding company structure. With the approval of our shareholders, effective October 1, 2018, NW Natural completed that reorganization, whereby each outstanding share of NW Natural common stock was converted into one share of NW Holdings common stock, so that the holders of NW Natural common stock became holders of NW Holdings common stock and NW Natural became a wholly owned subsidiary of NW Holdings.

At the meeting you will be asked to consider and vote upon three proposals: (1) the election of four Class IIIII directors for terms of three years;years and the election of one Class I director for a term of one year; (2) an advisory vote to approve named executive officer compensation; and (3) the ratification of the appointment of PricewaterhouseCoopers LLP as NW Holdings’ independent registered public accountants for the fiscal year 2019.2020. Your Board of Directors unanimously recommends that you vote FOR each of Proposals 1, 2, and 3.

In connection with the meeting, we enclose a notice of the meeting, a Proxy Statement, and a proxy card and, if youcard. You are a registered shareholder, anadmission ticket for you and one guestentitled to attend the meeting. If you plan to attendparticipate in the Annual Meeting please detach and retain the admission ticket attached to your proxy card. As space is limited,if you may bring only one guest to the meeting. If you hold your stock throughwere a broker, bank, or other nominee, please bring a legal proxy or other evidence to the meeting showing that you ownedholder of record of NW Holdings common stock asat the close of business onApril 9, 2020, the record date Aprilset for the meeting. 4, 2019, and weIn order to attend the virtual Annual Meeting, please visit www.virtualshareholdermeeting.com/NWN2020, where you will providebe prompted to enter the control number found on your proxy card or your Voting Instruction Form.Once you with an admission ticket.have joined the virtual meeting, you may vote your shares electronically during the meeting by following the instructions available on the meeting website. Please see page 2 for further instructions on attending the Annual Meeting. Detailed information relating to NW Holdings’ business activities and operating performance is contained in our 20182019 Annual Report, which is also enclosed.

It is important that your shares are represented and voted at the meeting. Whether or not you plan to attend, please vote your shares in one of three ways: via internet, telephone or mail. Instructions regarding internet and telephone voting are included on the proxy card or Voting InstructionsInstruction Form. If you elect to vote by mail, please sign, date and return the proxy card or Voting InstructionsInstruction Form in the enclosed postage-paid envelope. Your proxy may be revoked at any time before it is exercised in the manner set forth in the Proxy Statement.

Sincerely,
Tod R. Hamachek		David H. Anderson
Chairman of the Board		President and Chief Executive Officer

PROXY STATEMENT

OF

NORTHWEST NATURAL HOLDING COMPANY

April 11, 201916, 2020

Table of Contents

INFORMATION REGARDING

20192020 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 23, 201928, 2020

Proxy Statement

The Board of Directors of Northwest Natural Holding Company (NW Holdings or the Company) is soliciting the proxies of all holders of NW Holdings common stock who may be unable to attend in person or who desire to vote by proxy prior to the Annual Meeting of Shareholders to be held in the Hospitality Suite on the Fourth Floor of NW Holdings’ offices, 220 NW Second Avenue, Portland, Oregon 97209 on Thursday, May 23, 2019,28, 2020, at 2:00 p.m. Pacific Daylight Time.Time, in a virtual meeting format only, conducted via live webcast atwww.virtualshareholdermeeting.com/NWN2020. We have converted to an electronic meeting format to do our part to help flatten theCOVID-19 curve and to protect the health and well-being of our shareholders, employees, directors, and community. This format will allow you to vote your shares electronically during the meeting in accordance with the rules of conduct for the meeting. The close of business on April 4, 20199, 2020 is the record date for the determination of shareholders entitled to notice of and to vote at the meeting. We request that you sign and return the enclosed proxy card or Voting Instruction Form promptly. Alternatively, you may grant your proxy by the internet or telephone.

NW Holdings’ Annual Report for the fiscal year ended December 31, 2018,2019, including audited financial statements, is being sent to all shareholders, together with this Proxy Statement and the accompanying proxy card or Voting Instruction Form, commencing April 11, 2019.16, 2020.

HOW TO VOTE BY PROXY AND REVOKE YOUR PROXY

Voting by Proxy

You may vote your shares either in personelectronically during the meeting or by duly authorized proxy. You may use the proxy card or Voting Instruction Form accompanying this Proxy Statement if you are unable to attend the meeting in person or you wish to have your shares voted by proxy, even if you do attend the meeting. If you are a registered shareholder, you may vote by internet, telephone, or mail, or you may vote your shares in person atelectronically during the meeting. To vote:

By internet (do not return your proxy card)

By telephone (do not return your proxy card)

By mail

Revoking Your Proxy

You may revoke your proxy at any time before the proxy is exercised by: (1) delivering a written notice of revocation; (2) filing with the Corporate Secretary a subsequently dated, properly executed proxy; (3) voting after the date of the proxy by the internet or telephone; or (4) attending the meeting and voting in person.electronically during the meeting. Your attendance at the meeting, by itself, will not constitute a revocation of a proxy. You should address any written notices of proxy revocation to: Northwest Natural Holding Company, 220 NW Second Avenue,250 SW Taylor Street, Portland, OR 97209,97204, Attention: Corporate Secretary.

Shares Held by Bank or Broker

If your shares are held in nominee or street name by a bank or broker, you should follow the directions on the Voting Instruction Form you receive from your bank or broker as to how to vote, change your vote, or revoke your proxy.If you wantto vote those shares in person at the Annual Meeting, you must bring a signed legal proxy from the broker, bank, or other nominee giving you the right to vote the shares. Revocation of proxies for shares held through a broker, bank, or other nominee must be made through the appropriate nominee in accordance with its instructions.

Adjournment

If an adjournment of the meeting occurs, it will have no effect on the ability of shareholders of record as of the record date to exercise their voting rights or to revoke any previously delivered proxies.

VOTING YOUR SECURITIES

The 28,964,96430,528,209 shares of NW Holdings common stock outstanding on April 4, 20199, 2020 were held by 4,9414,736 shareholders residing in 50 states, the District of Columbia, and a number of foreign countries.

Each holder of NW Holdings common stock of record at the close of business on April 4, 20199, 2020 will be entitled to one vote for each share of NW Holdings common stock so held on all matters properly submitted at the meeting. Such holder will be entitled to cumulative voting for directors; that is, to cast as many votes for one candidate as shall equal the number of shares held of record multiplied by the number of directors to be elected, or to distribute such number of votes among any number of the nominees.

A majority of the shares of NW Holdings common stock outstanding at the close of business on April 4, 20199, 2020 must be represented at the meeting, either in personattendance at the virtual meeting or by proxy, to constitute a quorum for the transaction of business.

It is important that your shares be represented at the meeting. You are urged, regardless of the number of shares held, to sign and return your proxy. Alternatively, you may grant your proxy by the internet or telephone as described above.

ATTENDING THE ANNUAL MEETING

IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE DETACH AND RETAIN THE ADMISSION TICKET ATTACHED TO YOUR PROXY CARD. As spaceNW Holdings is limited,holding the Annual Meeting in a virtual meeting format only, conducted via live webcast, and, due to COVID-19, shareholders will not be able to attend the meeting in person. In order to attend and to participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/NWN2020, where you may bring only one guestwill be prompted to enter the meeting. If you hold16-digit control number found on your stock through aproxy card or your Voting Instruction Form provided by your broker, bank, or other nominee,please bring a legal proxy or other evidence to the meeting showing that you owned NW Holdings common stock as of the record date, April 4, 2019, and we will provide you with an admission ticket.nominee. If you receive your Annual Meeting materials electronically and wish to attend the virtual meeting, please follow the instructions provided online for attendance. A form of government-issued photograph identification will be required for bothOnce you andhave joined the virtual meeting, you may vote your guest to entershares electronically during the meeting.meeting by following the instructions available on the meeting website. To permit as many shareholders as possible to participate, only shareholders or their valid proxy holders may submit questions at the meeting. Large bags and packages, weapons, cameras, recording equipment, and other electronic devices will not be permittedparticipate in the meeting. A map with driving directions appearsIf you plan on attending the inside cover of this Proxy Statement.virtual meeting, we encourage you to allow ample time to log in online and recommend that you do so fifteen minutes before the meeting start time to ensure that you are logged in when the meeting begins.

PROPOSAL 1—ELECTION OF DIRECTORS

NW Holdings’ Restated Articles of Incorporation (Restated Articles) provide that the Board of Directors (Board) shall be composed of not less than nine nor more than 13 directors, with the exact number of directors to be determined by the Board. The Board has fixed the number of directors at 11. In the reorganization of NW Natural into a holding company structure, each person serving as a director of NW Natural at the time of the reorganization became a director of NW Holdings, of the same class with a term expiring on the same date as applicable to them when they were serving as NW Natural directors.12.

The Restated Articles also provide that the Board of Directors be divided into three classes and that the number of directors in each class be as nearly equal in number as possible. Members of each class are elected to serve a three-year term with the terms of office of each class ending in successive years. The term of the Class IIIII directors expiresand one recently appointed Class I director expire at this year’s Annual Meeting. Messrs. Hamachek, Thrasher,Anderson, Carter and Wilhoite,Gibson and Ms. PeverettByorum are nominees for election to the Board as Class IIIII directors to serve until the 20222023 Annual Meeting or until their successors have been duly qualified and elected. Ms. Enand is a nominee for election to the Board as a Class I director to serve until the 2021 Annual Meeting or until her successor has been duly qualified and elected. Messrs. HamachekAnderson, Carter and ThrasherGibson and Ms. PeverettByorum were last reelected to the Board of Directors by the shareholders at the 20162017 Annual Meeting. Mr. WilhoiteMs. Enand was appointed to the Board of Directors effective August 1, 2018.November 12, 2019. In case any of the nominees should become unavailable for election for any reason, the persons named in the proxy will have discretionary authority to vote for a substitute. Management knows of no reason why any of the nominees would be unable to serve if elected.

Vote Required

Under Oregon law, if a quorum of shareholders is present at the Annual Meeting, the four nominees for the Class III director positions and the one nominee for the Class I director position who receive the greatest number of votes cast at the meeting shall be elected directors. Abstentions and brokernon-votes are counted for purposes of determining whether a quorum exists at the Annual Meeting, but are not counted and have no effect on the results of the vote for directors.

The Corporate Governance Standards adopted by the Board of Directors provide that any nominee for director in an uncontested election who receives a greater number of votes “withheld” than votes “for” is required to tender his or her resignation for consideration by the Governance Committee. The Governance Committee will then determine whether to recommend acceptance of, and the Board of Directors will decide whether to accept, such resignation.

The Board of Directors recommends the election of the fourfive nominees listed below.

INFORMATION CONCERNING NOMINEES

AND CONTINUING DIRECTORS

Set forth below is information with respect to the nominees and continuing directors, including their recent employment or principal occupation, a summary of their specific experience, qualifications, attributes or skills that led to the conclusion they are qualified to serve as a director, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, the committees on which they currently serve, and their age. Also listed is the year in which each director was elected to the NW Natural, as predecessor of NW Holdings, Board of Directors. All directors listed became directorsDirectors, other than Ms. Enand who was appointed to the Board of NW Holdings on October 1, 2018.Directors after the holding company reorganization.

NOMINEES FOR ELECTION TO BOARD OF DIRECTORS

Class IIIII

(For a term ending in 2022)2023)

		Tod R. HamachekDavid H. Anderson Chairman of the Board,Director, President and Chief Executive Officer, NW Natural and NW Holdings, Ketchum, IdahoPortland, Oregon Age: 7358 Director since: 19862016 Board Committees: Governance (Chair) and AuditNone

Mr. Hamachek served as ChairmanAnderson is President and Chief Executive Officer of Penwest Pharmaceuticals CompanyNW Holdings and NW Natural. He previously served as President and Chief Operating Officer of NW Natural from October 1997August 2015 to July 2016, as Executive Vice President and Chief Operating Officer from February 2014 to July 2015, as Executive Vice President of Operations and Regulation from February 2013 to February 2005. Penwest, which2014, and as Senior Vice President and Chief Financial Officer from when he joined NW Natural in 2004 to February 2013. Before joining NW Natural, Mr. Anderson was spun offSenior Vice President and Chief Financial Officer at TXU Gas. He previously held executive positions within TXU Corporation (formerly Texas Utilities) including Senior Vice President and Chief Accounting Officer, and Vice President of Investor Relations and Shareholder Services. Mr. Anderson also serves as President, Chief Executive Officer, and Chairman for NW Holdings’ subsidiaries NW Natural Energy, LLC, Northwest Energy Corporation, NWN Gas Reserves LLC, and NNG Financial Corporation, as well as serving as Chairman for NW Natural Water Company, LLC, NW Natural Gas Storage, LLC, Gill Ranch Storage, LLC, KB Pipeline Company, NW Natural Water of Oregon, LLC, NW Natural Water of Washington, LLC, NW Natural Water of Idaho, LLC, Cascadia Water, LLC, and Falls Water Co., Inc.

In addition to serving on the Boards of NW Holdings and NW Natural, Mr. Anderson serves on the Board of Directors of National Fuel Gas Company (NYSE: NFG), the American Gas Association (AGA), and the American Gas Foundation. He is also Second Vice Chair of AGA, Chair of the AGA’s Audit Committee,Co-Chair of the AGA’s Carbon Policy Task Force, a member of AGA’s Finance Committee and Safety, Resilience/Reliability, and Security Task Force, a Board Trustee of the American Gas Foundation and a Director of the Oregon Business Council. He is also a member of SOLVE Founder’s Circle. Mr. Anderson has also been appointed by Oregon Governor Kate Brown to serve on Oregon’s Global Warming Commission. Mr. Anderson is a past Board Member of the Northwest Gas Association, Portland Business Alliance, Portland State Foundation, and Greater Portland Inc., and a past President of The Oregon Partnership, Inc. (Lines for Life). Mr. Anderson is also a past Chair of AGA Finance Committee, AGA Fiscal and Tax Committee, the Associated Oregon Industries (AOI) Fiscal Policy Committee, and PSU Foundation Investment Committee, and is a past Advisory Board Member for PSU School of Business and Oregon Department of Education Business Advisory Team. Mr. Anderson holds a BBA in Accounting from Penford Corporation in 1998, was located in Danbury, ConnecticutTexas Tech University and was engagedis a CPA (ret.) and CGMA.

Mr. Anderson serves a key leadership role on the Board of NW Holdings and provides the Board within-depth knowledge of each area of NW Holdings’ and NW Natural’s business, its finance and operations, the energy industry generally, and the Company’s challenges and opportunities. He acts as the principal intermediary between management and the independent directors of our Board, and communicates to the Board management’s perspective on important matters brought before the Board. Mr. Anderson’s 15 years with NW Natural, his over 30 years’ experience in the research, developmentenergy industry, and commercializationhis extensive involvement with the AGA and Northwest Gas Association enable him to bring to the Board a comprehensive understanding of novel drug delivery productsthe Company’s business operations as well as matters relating to the energy industry generally. Mr. Anderson’s service on local business, educational, charitable and technologies. From 1985 until 1998,public service boards provides an important connection between NW Holdings and the communities it serves. Additionally, his extensive experience in finance and operations provides important perspectives with respect to the Company’s business, operations, and financial positioning, as well as with

respect to the communities the Company serves. Mr. Hamachek servedAnderson’s combined professional skills and insights from his position as President and Chief Executive Officer, of Penford Corporation, a diversified producer of specialty paper, food starches and pharmaceutical ingredients. Mr. Hamachek is Chair of the Board and Chair of the Governance Committee ofas well as his previous executive positions with NW Natural. Mr. Hamachek is a director of the Seattle Times Company, where he is also Chair of the compensation committee, and The Blethen Corporation (the majority owner of the Seattle Times Company), and is a member of the board of directors and chair of Virginia Mason Medical Center and the Virginia Mason Health System in Seattle, Washington. He is also a past director and past President of the board of directors of The Sun Valley Center for The Arts in Ketchum, Idaho. Mr. Hamachek is a graduate of Williams College and Harvard Business School.

Mr. Hamachek is our longest-serving director, and he brings to the NW Holdings Board a broad array of institutional knowledge and historical perspective, and has participated in a variety of our and NW Natural’s principal standing committees. Drawing on his experience as an executive and director of Penwest Pharmaceuticals Company and an executive of Penford Corporation, along with his other professional experiences, Mr. Hamachek is able to provide important insights to our management and other directors on subjects ranging from corporate governance and corporate strategy to management oversight on large project development, public company operations, acquisitions, executive compensation, and media and government relations, all of whichNatural, strengthen the Board’s collective knowledge, capabilities and experience.

		JaneMartha L. Peverett“Stormy” Byorum Former President and Chief Executive Officer British Columbia Transmission Corporation, Vancouver, British Columbia, Canadaof Cori Investment Advisors, LLC, New York, New York Age: 6071 Director since: 20072004 Board Committees: OrganizationGovernance (Chair), Audit, and Executive Compensation, and Public Affairs and Environmental PolicyFinance

From 2005 to January 2009, Ms. Peverett served as President andByorum has been the Chief Executive Officer of British Columbia TransmissionCori Investment Advisors, LLC, which was spun off from Violy, Byorum & Partners (VB&P), since 2003. VB&P was a leading independent strategic advisory and investment banking firm specializing in Latin America. Ms. Byorum is also a Member of the Board of Directors of NW Natural, the publicly-traded Tecnoglass Inc., formerly known as Andina Acquisition Corporation, (BCTC)a position she has held since 2011, and is currently the Chair of the Tecnoglass Inc. Audit Committee. Since 2014, she also has been a Board Member ofJELD-WEN Holding, Inc., an electric utilitya company that became publicly-traded in Vancouver, British Columbia. Between 2003January 2017, and 2005,in 2018, she served as Chief Financial Officerbecame a Board Member of BCTC. Prior to joining BCTC, from 1988 through 2003, Ms. Peverett held various senior positions with Westcoast Energy Ltd., including serving as President and Chief Executive Officer of Union Gas Limited, a Westcoast Energy company, between 2001 and 2003. Ms. Peverett currentlyOpes Acquisition Corp. She serves on the boardAudit Committee of directors of NW Natural, Canadian Imperial Bank of Commerce (CIBC), Capital Power Corporation,JELD-WEN Holding, Inc. and Canadian Pacific Railway Limited. She servesOpes Acquisition Corp, as Chairwell as serving as a Member of the audit committees of CIBC and Canadian Pacific Railway Limited. Ms. Peverett has also previously served on the board of directors of Hydro

		Kenneth ThrasherJohn D. Carter Former Chairman of the Board, Compli Corporation,Schnitzer Steel Industries, Inc., Portland, Oregon Age: 6974 Director since: 20052002 Board Committees: Public Affairs and Environmental Policy (Chair), Audit and Organization and Executive CompensationFinance

Mr. Thrasher retired in December 2018 as chairman of the board for Alternative Legal Solutions, Inc. (dba Compli), a software solution provider for management of compliance in employment, regulatory, environmental, health and safety, and corporate governance practices, where he alsoCarter served as chairman and chief executive officer from 2002 through December 2009. Prior to joining Compli, Mr. Thrasher held executive positions with Fred Meyer Inc., including serving as President and Chief Executive Officer of Schnitzer Steel Industries, Inc. from 1999May 2005 to 2001 (as a divisionDecember 2008 when he was appointed to his current position of Chairman of the Kroger Co.)Board. From 2002 to May 2005, he was engaged in a consulting practice focused primarily on strategic planning in transportation and energy for national and international businesses, as well as other small business ventures. From 1982 to 2002, Mr. Carter served in a variety of senior management capacities at Bechtel Group, Inc., asincluding Executive Vice President and Chief Administrative Officer from 1997Director, as well as President of Bechtel Enterprises, Inc., a wholly owned subsidiary of Bechtel Group, Inc., and other operating groups. Prior to 1999,his Bechtel tenure, Mr. Carter was a partner in a San Francisco law firm. He is Chairman of the Board of Schnitzer Steel Industries, Inc., and a Director of NW Natural and FLIR Systems, Inc., where he also serves as Senior Vice President and Chief Financial Officer from 1987 to 1997, and as Vice President and Treasurer from 1982 to 1987.Chairman of its Governance Committee. Mr. ThrasherCarter also previously served as a Director and Chairman of Compli, as well as servingthe Board of privately-owned Kuni Automotive and as a memberDirector of Compli’s auditprivately-ownedJELD-WEN Holding, Inc., prior to it becoming publicly-traded in January 2017. In the United Kingdom, he served as a Director of London & Continental Railways until February 2006, and, compensation committees. Heuntil December 2005, he served as a Director of Cross London Rail Links, Ltd. Mr. Carter also currently serves on the board of directors of NW Natural, the Jensen Quality Growth Fund, where he chairs its audit committee, Education Northwest, where he serves on the finance and audit committee, the Children’s Institute, and College Possible. He is also on the Oregon State University College of Business Dean’s Council of Excellence, and is a senior director on the Oregon Business Council. Prior to 2019, Mr. Thrasher served asHe is a memberformer Chairman of the board of directors for GSL Solutions Inc., FriendsOregon Business Plan and a former Member of the Children, the Portland State University Foundation, the Cradle to Career CouncilBoards of All Hands Raised, Albertina Kerr Centers,Grow Oregon and the Oregon Coast Aquarium, andNature Conservancy of Oregon. Mr. Carter is past chaira graduate of Oregon’s Quality Education Commission. Mr. Thrasher earned a Bachelor of Science degree in Business Administration from Oregon StateStanford University and was awarded an honorary doctorate degree from Portland State University in 2012.Harvard Law School.

Mr. ThrasherCarter brings to the NW Holdings Board a wide rangebroad array of executive, leadership and board service experiences in boththat contribute to the public and private sectors,Board’s governance of the Company. Mr. Carter’s extensive executive senior management experiences, including his servicespositions at Bechtel and as President and Chief Executive Officer of Schnitzer Steel Industries, Inc., as well as his other current and prior board service, including as Chairman of the Boards of Schnitzer Steel Industries, Inc. and Kuni Automotive, as Chairman of the Governance Committee and a Director of FLIR Systems, Inc. and as a directorDirector of NW Natural. Mr. Thrasher’s service as an executive at Fred Meyer,Natural andJELD-WEN Holding, Inc. positions, enable him to provide effective oversight of management onand insight into a wide variety of strategic, financial,corporate governance and public companyfinancial matters, including, but not limited to, experience in large project development, and acquisitions. Mr. Thrasher’s

		Charles A. WilhoiteC. Scott Gibson Managing Director, Willamette Management Associates, Inc., Portland, OregonPresident, Gibson Enterprises, Jackson, Wyoming Age: 5467 Director since: 20182002 - Elected Vice-Chair of the Board: 2019 Board Committees: NoneFinance, Governance, and Organization and Executive Compensation

Since 1990, Mr. Wilhoite has worked for, and since 1995Gibson has been a Managing DirectorPresident of Willamette Management Associates, Inc., a consulting firmGibson Enterprises since its formation in the fields of business valuation, forensic analysis,1992. In 1983, Mr. Gibson cofounded Sequent Computer Systems and transaction financial advisory services.served as its President from 1988 until March 1992 and as its President andCo-CEO from 1990 until March 1992. Before his tenure at Willamette Management Associates, Inc., he was a senior auditor at KPMG.Sequent, Mr. WilhoiteGibson served as General Manager for the Memory Components Division of Intel Corporation. Mr. Gibson currently serves as Chairmana Director of the board of trustees of Meyer Memorial Trust and as Chairman and a board member of the Federal Reserve Bank of San Francisco—Portland Branch, as well as serving as a board member of NW Natural, Legacy Health, The Nature Conservancy of Oregon,Pixelworks, Inc., Portland Business Alliance and the Oregon Housing Stability Council. He also serves as an advisory board member of Metal Toad Media and has been appointed by Oregon Governor Kate Brown as a member of a blue ribbon task force to evaluate state and local debt to the Oregon Public Employees Retirement System (PERS). Mr. Wilhoite has previously served as Commissionera Director of Radisys Corporation, Verigy Pte. Ltd. and ChairmanQorvo, Inc., the surviving company of the TriQuint Semiconductor merger, and as a Member of the Board of Portland Development Commission (PDC) and the City Charter Review Commission. He isTrustees of Franklin W. Olin College of Engineering. Mr. Gibson also a past Chair of the Portland Business Alliance, Oregon Health & Science University, SMART, Urban League of Portland, and The Nature Conservancy of Oregon, Inc., and past Chair of the Portland Police Bureau Budget Advisory Committee. Mr. Wilhoite also previously served on the boards of PacificSource Health Plans, U.S. Bank of Oregon, the Oregon State Bar, Jesuit High School Portland, Portland State University Foundation, and Oregon Health & Science University Medical Group, and servedserves as an Economic Advisory Councila Member of the Federal Reserve BankBoard of San Francisco.Trustees of the St. John’s Medical Center and the Community Foundation of Jackson Hole in Jackson Hole, Wyoming. Mr. WilhoiteGibson earned a Bachelor of Science degree in accountingElectrical Engineering and a BachelorMasters in Business degree from the University of Science degree in finance, both at Arizona State University.Illinois. He is currently a certified public accountant (CPA), with accreditations in business valuation and financial forensics. His other accreditations are from various financial governing bodies and include certifications in chartered global management accounting, management accounting, financial management, business valuation and appraisal, and fraud examination.National Association of Corporate Directors (NACD) Leadership Fellow, having completed the NACD’s program for corporate directors.

Mr. WilhoiteGibson brings to the NW Holdings Board and the NW Natural Board, on which he also serves, extensive experience as wella director of publicly-traded companies, including Pixelworks, Inc., and formerly, Qorvo, Inc., Radisys Corporation, TriQuint Semiconductor and Verigy Pte. Ltd. He is a professional public company andnon-profit board member, dedicating all his work hours to the boards and companies on which he serves. Based on this experience and other professional experiences, Mr. Gibson is able to deliver important insights to our management and other directors on subjects ranging from management oversight to growth orientation, change management and strategic direction. In particular, Mr. Gibson’s service as financial accreditations,an Audit Committee Member of Pixelworks, Inc., and formerly Qorvo, Inc., Radisys Corporation, TriQuint Semiconductor and Verigy Pte. Ltd. highlights Mr. Gibson’s substantial experience in business valuation, finance and accounting developed from over 28 years of experience as a consultant with Willamette Management Associates, his position as a senior auditor with KPMG,matters and service in numerous regional and local economic and business organizations, including the Federal Reserve Bank of San Francisco-Portland Branch, the Portland Business Alliance, the Oregon Housing Stability Council, the Portland Development Commission, and the Portland Police Bureau Budget Advisory Committee, positioning him to provide insight and advice to the Company on financial, accounting, and strategy topics including, but not limited to, mergers and acquisitions, growth and diversification, risk and consumer and commercial businesses.positions Mr. Wilhoite also has served as Managing Director of Willamette Management Associates, Inc. for over two decades, thereby giving him entrepreneurial and marketing insight valuable to the Board. His experience in highly regulated industries, including his service as a member of the boards of directors of Legacy Health and Oregon Health & Science University, and his former service as a member of the board of directors of PacificSource, enables him to provide management oversight on subjects including public and government policy

NOMINEE FOR ELECTION TO BOARD OF DIRECTORS

Class I

(For a term ending in 2021)

		Monica Enand Founder and Chief Executive Officer of Zapproved, Inc., Portland, Oregon Age: 48 Director since: 2019 Board Committees: Not yet appointed

In 2008, Ms. Enand founded Zapproved, Inc., a cloud-based software provider for corporate legal departments, where she currently serves as Chief Executive Officer. Prior to founding Zapproved, she was the Director of Business Development and Marketing at Avnera Corporation, a fabless semiconductor manufacturer. Ms. Enand has also held sales and marketing positions at IBM and was a Program Manager in the Compiler and Architecture Group at Intel. Ms. Enand is also a Board Member of NW Natural. Ms. Enand serves as Chair of Auth0, is an Immediate Past Chair of the Board of Directors of Technology Association of Oregon, and is a Board member of Oregon Business Council. Ms. Enand has previously served as a member of Oregon Growth Board and Oregon Innovation Council. She received the 2018 Sam Blackman Award for Civic Engagement, the 2016 Portland Business Journal Entrepreneur of the Year award and the 2010 Portland Business Journal Orchid Award for achievement for women in business. Ms. Enand earned a Bachelor’s Degree in Computer Engineering from Carnegie Mellon University and a Masters of Business Administration degree from the University of Portland.

Ms. Enand brings to the NW Holdings Board and the NW Natural Board on which she also serves, entrepreneurial and executive expertise from her more than a decade of experience founding and leading Zapproved, as well as substantial technological background from years of working in the technology industry. Ms. Enand’s current and previous professional and management experiences in technology, business development, sales and marketing, allow Ms. Enand to contribute important insights on the Company’s strategy and strategic direction; business development; growth and expansion activities; mergers and acquisitions; business diversification; cyber and information security, finance, compliance, human capital management, marketing and sales, and customer experience and support, which strengthens the Board’s collective knowledge, capabilities and experience.

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

Class III

(Term ending in 2020)

		David H. Anderson Director, President and Chief Executive Officer, NW Natural and NW Holdings, Portland, Oregon Age: 57 Director since: 2016 Board Committees: None

Mr. Anderson is President and Chief Executive Officer of Northwest Natural Holding Company (NYSE:NWN) and Northwest Natural Gas Company. He previously served as President and Chief Operating Officer of NW Natural from August 2015 to July 2016, as Executive Vice President and Chief Operating Officer from February 2014 to July 2015, as Executive Vice President of Operations and Regulation from February 2013 to February 2014, and as Senior Vice President and Chief Financial Officer from when he joined NW Natural in 2004 to February 2013. Before joining NW Natural, Mr. Anderson was Senior Vice President and Chief Financial Officer at TXU Gas. He previously held executive positions within TXU Corporation (formerly Texas Utilities) including Senior Vice President and Chief Accounting Officer, and Vice President of Investor Relations and Shareholder Services. Mr. Anderson also serves as President, Chief Executive Officer, and Chairman for NW Holdings’ subsidiaries NW Natural Energy, LLC, Northwest Energy Corporation, NWN Gas Reserves LLC, and NNG Financial Corporation, as well as serving as Chairman for NW Natural Water Company, LLC, NW Natural Gas Storage, LLC, Gill Ranch Storage, LLC, KB Pipeline Company, NW Natural Water of Oregon, LLC, NW Natural Water of Washington, LLC, NW Natural Water of Idaho, LLC, Cascadia Water, LLC, Falls Water Co., Inc., Gem State Water, LLC and SunStone Water, LLC.

Mr. Anderson serves as a director on the Board of Directors of NW Natural, the American Gas Association (AGA), American Gas Foundation, and the Portland State University (PSU) Foundation. He also is Chair of the AGA’s Audit Committee,Co-Chair of the AGA’s Clean Energy Task Force, a member of AGA’s Finance Committee and Safety, Resilience/Reliability and Security Task Force, a board trustee of the American Gas Foundation and a director of the Oregon Business Council. Mr. Anderson has also been appointed by Oregon Governor Kate Brown to serve on Oregon’s Global Warming Commission and is a member of SOLVE Founders’ Circle. Mr. Anderson is a past board member of the Northwest Gas Association, Portland Business Alliance, and Greater Portland, Inc., and a past president of The Oregon Partnership, Inc. (Lines for Life). Mr. Anderson is also a past chair of AGA Finance Committee, AGA Fiscal and Tax Committee, the Associated Oregon Industries (AOI) Fiscal Policy Committee, and PSU Foundation Investment Committee, and is a past advisory board member for PSU School of Business and Oregon Department of Education Business Advisory Team. Mr. Anderson holds a BBA in Accounting from Texas Tech University and is a CPA (ret.) and CGMA.

Mr. Anderson serves a key leadership role on the Boards of NW Holdings and NW Natural and provides the Board within-depth knowledge of each area of NW Holdings’ business, its finance and operations, the energy industry generally, and the Company’s challenges and opportunities. He acts as the principal intermediary between management and the independent directors of our Board, and communicates to the Board management’s

Mr. Boyle’s professional experiences, including his service as President and Chief Executive Officer and a memberChair of the boardBoard of directorsDirectors of Columbia Sportswear Company, his service as a directorDirector of Craft Brew Alliance, Inc., as well as his service on the NW Natural Board, and his current and prior community and public service, enable Mr. Boyle to provide valuable insight to the Board and management regarding public company operations, acquisitions, human capital management, executive compensation, investor and media relations, government relations, and growth and strategic direction, all of which strengthen the Board’s collective knowledge, capabilities and experience.

		Mark S. Dodson Former Chief Executive Officer, NW Natural, Vancouver, Washington Age: 7475 Director since: 2003 Board Committees: Public Affairs and Environmental Policy (Chair) and Finance

Mr. Dodson served as President and Chief Executive Officer of NW Natural from January 1, 2003 to April 30, 2007, when he relinquished his position as President and continued to serve as Chief Executive Officer until his retirement on December 31, 2008. From 2001 to January 2003, Mr. Dodson served as President, Chief Operating Officer and General Counsel of NW Natural. Mr. Dodson joined NW Natural in 1997 as Senior Vice President of Public Affairs and General Counsel, following a17-year career with the Portland law firm Ater Wynne Hewitt Dodson & Skerritt LLP. Mr. Dodson also serves as a directorDirector of NW Natural. He previously served as a directorDirector of the American Gas Association, the Energy Insurance Mutual, the Oregon Business Council, The Nature Conservancy of Oregon, Inc., and Medical Teams International, where he also formerly served as its Chairman. Mr. Dodson also has worked on affordable housing issues as a board memberBoard Member and Chairman of the Neighborhood Partnership Fund. He was formerly the Chair of the Portland Business Alliance and the Oregon State Board of Higher Education, and headed the Oregon Governor’s Task Force on Scholarship and Student Aid. Mr. Dodson earned an undergraduate degree from Harvard University and a law degree from Boalt College of Law at the University of California, Berkeley.

Mr. Dodson brings a seasoned perspective and comprehensive knowledge of the natural gas industry to our Board. Mr. Dodson’s 20 years of service at NW Natural, including six years as Chief Executive Officer and more than 1416 years as a member of the Board of Directors, combined with a17-year career as a regulatory attorney at a Portland law firm, allow Mr. Dodson to contribute substantial expertise to NW Holdings’ Board and management. Mr. Dodson’s professional experiences enable him to provide insight on a wide variety of matters affecting NW Holdings, including, but not limited to: local, state and federal regulatory matters; large project development; gas storage projects; large pipeline projects; acquisitions; public company matters; human capital management; executive compensation; investor, media and government relations; legal matters; environmental issues; and strategic direction. Mr. Dodson’s many years of experience serving at NW Natural, and his prior years serving as an outside legal advisor to NW Natural, strengthen the Board’s collective knowledge, capabilities and experience.

		Malia H. Wasson President,Chief Executive Officer, Sand Creek Advisors LLC, Portland, Oregon Age: 6061 Director since: 2014 Board Committees: Audit (Chair), Governance, and Organization and Executive Compensation

Ms. Wasson is the PresidentChief Executive Officer of Sand Creek Advisors LLC, which provides business consulting to chief executive officers of public and private companies. Previously, Ms. Wasson was an Executive Vice President of Commercial Banking at U.S. Bank, N.A., and served as President of U.S. Bank’s Oregon and Southwest Washington operations from 2005 to 2015. She also led the U.S. Bank, N.A. Advisory Board in Portland, Oregon. Ms. Wasson is a33-year veteran of the banking industry. Prior to joining U.S. Bank in 1989, she held various commercial lending positions with the former Oregon Bank and Security Pacific Bank of Oregon. Ms. Wasson currently serves on the boardBoards of directorsDirectors of Columbia Sportswear Company, where she is the Chair of the audit committee,Audit Committee, and NW Natural. She is also a member of the Oregon Business Plan Steering CommitteeDirector and a directorpast Chair of the Oregon Business Council. Ms. Wasson formerly served on the boards of Oregon Health & Science University Foundation, Inc., OHSU Knight Cancer Institute, Portland Business Alliance, Greater Portland Inc., Portland Mall Management, Inc., SOLVE Founders’ Circle and the American Red Cross-Oregon Trail Chapter.Chapter and was past Chair of the Oregon Business Plan. She also serves as a senior fellowSenior Fellow at American Leadership Forum. Ms. Wasson holds a Bachelor of Science and Commerce degree in finance from Santa Clara University.

Ms. Wasson brings to the NW Holdings Board extensive experience in commercial banking, finance and accounting and remarkable local and regional experience. Ms. Wasson’s management and leadership roles in the banking industry as well as her strong community presence position her to provide insight and advice to the NW Natural Holdings and the NW Natural Board,Boards, on which she also serves, on a wide range of financial, accounting, commercial and local and regional strategic matters, including, but not limited to, regulated industry, merger and acquisitions, consumer and commercial businesses, public and government policy and relations, human capital management and human resourcesdiversity, media relations, marketing, change management and diversity.compliance. In addition, Ms. Wasson’s service as Chair of the audit committeeAudit Committee of Columbia Sportswear highlights her substantial experience in finance and accounting matters and positions Ms. Wasson to provide important guidance to the Board on matters of accounting, finance, and corporate governance, as a result of which, the Board has determined that she is an “audit committee financial expert” as defined by the SEC rules. Ms. Wasson’s extensive knowledge and experience of finance, accounting, commercial banking and regulation, and her strong community ties, strengthen the Board’s collective knowledge, capabilities and experience.

Class II

(For a term ending in 2022)

		Tod R. Hamachek Chairman of the Board, NW Holdings and NW Natural, Ketchum, Idaho Age: 74 Director since: 1986 Board Committees: None

Mr. Hamachek served as Chairman and Chief Executive Officer of Penwest Pharmaceuticals Company from October 1997 to February 2005. Penwest, which was spun off from Penford Corporation in 1998, was located in Danbury, Connecticut and was engaged in the research, development and commercialization of novel drug delivery products and technologies. From 1985 until 1998, Mr. Hamachek served as President and Chief Executive Officer of Penford Corporation, a diversified producer of specialty paper, food starches and pharmaceutical ingredients. Mr. Hamachek is Chair of the Board of NW Holdings and NW Natural. Mr. Hamachek is a Director of the Seattle Times Company where he was past Chair of the Compensation Committee, The Blethen Corporation (the majority owner of the Seattle Times Company), and is a Member of the Board of Directors and Chair of Virginia Mason Medical Center and the Virginia Mason Health System in Seattle, Washington. He is also a past Director and past President of the Board of Directors of The Sun Valley Center for The Arts in Ketchum, Idaho. Mr. Hamachek is a graduate of Williams College and Harvard Business School.

Mr. Hamachek is our longest-serving director, and he brings to the NW Holdings Board a broad array of institutional knowledge and historical perspective, and has participated in a variety of our and NW Natural’s principal standing committees. Drawing on his experience as an executive and director of Penwest Pharmaceuticals Company and an executive of Penford Corporation, along with his other professional experiences, Mr. Hamachek is able to provide important insights to our management and other directors on subjects ranging from corporate governance and corporate strategy to management oversight on large project development, public company operations, acquisitions, executive compensation, and media and government relations, all of which strengthen the Board’s collective knowledge, capabilities and experience.

		Jane L. Peverett Former President and Chief Executive Officer, British Columbia Transmission Corporation, Vancouver, British Columbia, Canada Age: 61 Director since: 2007 Board Committees: Finance (Chair), Governance, Organization and Executive Compensation, and Public Affairs and Environmental Policy (Ex Officio)

From 2005 to January 2009, Ms. Peverett served as President and Chief Executive Officer of British Columbia Transmission Corporation (BCTC), an electric utility in Vancouver, British Columbia. Between 2003 and 2005, she served as Chief Financial Officer of BCTC. Prior to joining BCTC, from 1988 through 2003, Ms. Peverett held various senior positions with Westcoast Energy Ltd., including serving as President and Chief Executive Officer of Union Gas Limited, a Westcoast Energy company, between 2001 and 2003. Ms. Peverett currently serves on the Boards of Directors of NW Natural, Canadian Imperial Bank of Commerce (CIBC), Capital Power Corporation, and Canadian Pacific Railway Limited. She currently serves as Chair of the Audit and Finance Committee of Canadian Pacific Railway Limited. Ms. Peverett has also previously served on the Board of Directors of Hydro One Inc., AEGIS, Encana Corporation, Postmedia Network Canada Corp., BC Ferry Authority, BC Ferries Services, Inc. (BC Ferries), and the United Way of Lower Mainland, also serving as Chair of BC Ferry Authority, and as Chair of the Audit Committee of Encana Corporation. Ms. Peverett earned a Bachelor of Commerce degree from McMaster University and a Master of Business Administration degree from Queen’s University. She is a certified management accountant.

Ms. Peverett’s extensive senior management experience at Union Gas Limited of Chatham, Ontario, a natural gas distribution, storage and transmission company, and BCTC, the entity responsible for managing British Columbia’s publicly-owned electrical transmission system, Capital Power Corporation, a North American power producer, as well as her board experience at Canadian Pacific Railway Limited and NW Natural, and her prior board experiences at Hydro One Inc., one of North America’s largest electricity delivery companies, AEGIS, Encana Corporation, Postmedia Network Canada Corp., and BC Ferries, position her to advise management on a wide range of natural gas and energy industry-specific strategic and regulatory matters, including large project development and other business matters. In addition, Ms. Peverett’s other board experiences, including as Chair of the Audit Committees of CIBC, a leading North American financial institution with almost 11 million personal banking and business customers, and Canadian Pacific Railway Limited, a former Chair of the Audit Committee of Encana Corporation, and a former Audit Committee Member of Postmedia Network Canada Corp., enable her to provide effective oversight of management and insight into a wide variety of corporate governance and financial matters. Ms. Peverett also has extensive knowledge of and training in finance and accounting matters, which strengthen the Board’s collective knowledge, capabilities and experience.

		Kenneth Thrasher Former Chief Executive Officer of Fred Meyer and Compli, Portland, Oregon Age: 70 Director since: 2005 Board Committees: Organization and Executive Compensation (Chair), Audit, Governance, and Public Affairs and Environmental Policy

Mr. Thrasher served as Chairman of the Board for Alternative Legal Solutions, Inc. (dba Compli), a software solution provider for management of compliance in employment, regulatory, environmental, health and safety, and corporate governance practices from 2002 to 2018, where he also served as Chairman and Chief Executive Officer from 2002 through December 2009. Prior to joining Compli, Mr. Thrasher held executive positions with Fred Meyer Inc., including serving as President and Chief Executive Officer from 1999 to 2001 (as a division of the Kroger Co.), as Executive Vice President and Chief Administrative Officer from 1997 to 1999, as Senior Vice President and Chief Financial Officer from 1987 to 1997, and as Vice President and Treasurer from 1982 to 1987. Mr. Thrasher previously served as Chairman of Compli, as well as serving as a member of Compli’s Audit and Compensation Committees. He also currently serves on the Boards of Directors of NW Natural, the Jensen Quality Growth Fund, where he Chairs its Audit Committee, College Possible Oregon where he is Chair of the Board, and the Children’s Institute. He serves as Treasurer on the Advisory Board of Children’s Public Private Partnership (“CP3”). He is also on the Oregon State University College of Business Dean’s Council of Excellence, and is a Senior Director on the Oregon Business Council. Prior to 2019, Mr. Thrasher served as a member of the Board of Directors for GSL Solutions Inc., Friends of the Children, the Portland State University Foundation, the Cradle to Career Council of All Hands Raised, Albertina Kerr Centers, the Oregon Coast Aquarium, Education Northwest, the Children’s Institute, and is past Chair of Oregon’s Quality Education Commission. Mr. Thrasher earned a Bachelor of Science degree in Business Administration from Oregon State University and was awarded an honorary doctorate degree from Portland State University in 2012.

Mr. Thrasher brings to the NW Holdings Board a wide range of leadership experiences in both the public and private sectors, including his services as a Director of NW Natural. Mr. Thrasher’s service as an executive at Fred Meyer, Inc. positions him to provide oversight of management on a wide variety of strategic, financial, and public company matters, including, but not limited to, large project development and acquisitions. Mr. Thrasher’s service as an executive, chairman, member of the Audit and Compensation Committees of Compli, and member of Finance and Audit Committees of Education Northwest enables him to advise management on matters of compliance, regulation, human capital management, executive compensation and corporate governance. Mr. Thrasher’s cumulative experience has led the Board to determine that he is an “audit committee financial expert” as defined by the SEC rules. Mr. Thrasher’s other professional experiences, particularly his community and government related experience, provide insight with respect to government, community and media relations, all of which strengthen the Board’s collective knowledge, capabilities and experience.

		Charles A. Wilhoite Managing Director, Willamette Management Associates, Inc., Portland, Oregon Age: 55 Director since: 2018 Board Committees: Audit and Public Affairs and Environmental Policy

Since 1990, Mr. Wilhoite has worked for, and since 1995 has been a Managing Director of, Willamette Management Associates, Inc., a consulting firm in the fields of business valuation, forensic analysis, and transaction financial advisory services. Before his tenure at Willamette Management Associates, Inc., he was a Senior Auditor at KPMG. Mr. Wilhoite currently serves as Chairman of the Board of Trustees of Meyer Memorial Trust and as Chairman and a Board Member of the Federal Reserve Bank of San Francisco—Portland Branch, as well as serving as a Board Member of NW Natural, Legacy Health, The Nature Conservancy of Oregon, Inc., Portland Business Alliance and the Oregon Housing Stability Council. He also serves as an Advisory Board Member of Metal Toad Media and has been appointed by Oregon Governor Kate Brown as a member of a blue-ribbon task force to evaluate state and local debt to the Oregon Public Employees Retirement System (PERS). Mr. Wilhoite has previously served as Commissioner and Chair of the Board of Portland Development Commission (PDC) and the City Charter Review Commission. He is also a past Chair of the Portland Business Alliance, Oregon Health & Science University, SMART, Urban League of Portland, and The Nature Conservancy of Oregon, Inc., and past Chair of the Portland Police Bureau Budget Advisory Committee. Mr. Wilhoite also previously served on the Boards of PacificSource Health Plans, U.S. Bank of Oregon, the Oregon State Bar, Jesuit High School Portland, Portland State University Foundation, and Oregon Health & Science University Medical Group, and served as an Economic Advisory Council Member of the Federal Reserve Bank of San Francisco. Mr. Wilhoite earned a Bachelor of Science degree in accounting and a Bachelor of Science degree in finance, both at Arizona State University. He is a certified public accountant, with accreditations in business valuation and financial forensics. His other accreditations are from various financial governing bodies and include certifications in chartered global management accounting, management accounting, financial management, business valuation and appraisal, and fraud examination.

Mr. Wilhoite brings to the NW Holdings Board extensive experience, as well as financial accreditations, in business valuation, finance and accounting, developed from over 28 years of experience as a Consultant with Willamette Management Associates, his position as a Senior Auditor with KPMG, and service in numerous regional and local economic and business organizations, including the Federal Reserve Bank of San Francisco-Portland Branch, the Portland Business Alliance, the Oregon Housing Stability Council, the Portland Development Commission, and the Portland Police Bureau Budget Advisory Committee, positioning him to provide insight and advice to the Company on financial, accounting, and strategy topics including, but not limited to, mergers and acquisitions, growth and diversification, risk and consumer and commercial businesses. Mr. Wilhoite also has served as Managing Director of Willamette Management Associates, Inc. for over two decades, thereby giving him entrepreneurial and marketing insight valuable to the Board. His experience in highly regulated industries, including his service as a member of the Boards of Directors of Legacy Health and Oregon Health & Science University, and his former service as a member of the Board of Directors of PacificSource, enables him to provide management oversight on subjects including public and government policy and relations, compliance and regulation. Furthermore, Mr. Wilhoite’s strong community presence positions him to provide important guidance to the Board on local and regional strategic matters, and provide an important connection between NW Holdings and the communities it serves. Mr. Wilhoite’s cumulative experience has led the Board to determine he is an “audit committee financial expert” as defined by the SEC rules. Mr. Wilhoite’s extensive knowledge and experience of finance, accounting and regulated industry, along with his strong community ties strengthen the Board’s collective knowledge, capabilities and experience.

CORPORATE GOVERNANCE

THE BOARD OF DIRECTORS AND ITS COMMITTEES

With the approval of our shareholders, effective October 1, 2018, NW Natural completed a reorganization into a holding company structure, whereby each outstanding share of NW Natural common stock was converted into one share of NW Holdings common stock, so that the holders of NW Natural common stock became holders of NW Holdings common stock and NW Natural became a wholly owned subsidiary of NW Holdings. All events below that happened before the completion of the reorganization transaction on October 1, 2018 refer to NW Natural, and all events below that occurred after the completion of the reorganization refer to NW Holdings.

Meeting Attendance

The Board of Directors conducts its annual organization meeting on the same date as the Annual Meeting of Shareholders, which all of the directors are encouraged to attend. In 2018,2019, all of our directors except Mr. Carter, attended the Annual Meeting of Shareholders.

During 2018,2019, there were five meetings of the Board of Directors, each of which included an executive session ofnon-management directors. No director attended fewer than 75 percent of the aggregate meetings of our Board and Committees on which he or she served, except Charles A. Wilhoite missed one of two Board meetings held after his August 1, 2018 appointment due to a death in his family.served.

Independence

The Board of Directors has adopted Director Independence Standards to comply with New York Stock Exchange (NYSE) rules. The Director Independence Standards, adopted October 1, 2018, are available atwww.nwnaturalholdings.com and are available in print to any shareholder who requests them. No director is deemed independent unless the Board affirmatively determines that the director has no material relationship with NW Holdings either directly or as a partner, shareholder or officer of an organization that has a relationship with NW Holdings. The Board applies NW Holdings’ Director Independence Standards as well as additional qualifications prescribed under the listing standards of the NYSE and applicable state and federal statutes. Annually, the Board determines whether each director meets the criteria of independence, including whether the members of the Governance, Audit and Organization and Executive Compensation Committees (OECC) satisfy the independence requirement for service on those committees. As of February 28, 2019,27, 2020, the Board determined that teneleven of the eleventwelve directors met the independence criteria. They are directors Boyle, Byorum, Carter, Dodson, Enand, Gibson, Hamachek, Peverett, Thrasher, Wasson, and Wilhoite.

Board Nominations

The Board is responsible for selecting candidates for Board membership and the Governance Committee has been assigned the responsibility of recommending to the Board of Directors nominees for election as directors. The Governance Committee, with recommendations and input from the Chairman of the Board, the Chief Executive Officer (CEO) and other directors, evaluates the qualifications of each director candidate in accordance with the Director Selection Criteria established by the Board. Candidates for director nominees are reviewed in the context of the current composition and diversity of the Board, the operating requirements and existing and prospective business environment faced by NW Holdings, NW Holdings’ business strategy, and the long-term interests of shareholders. Director candidates must be able to make a significant contribution to the governance of NW Holdings by virtue of their business and financial expertise, educational and professional background, and current or recent experience as a chief executive officer or other senior leader of a public company or other relevant organization. The business discipline that may be sought at any given time will vary depending on the needs and strategic direction of our Company and the disciplines represented by our incumbent directors. In addition, the Governance Committee looks at the overall composition of the Board and how a candidate would contribute to the overall synergy and collaborative process of the Board. In conducting its assessment, the Governance Committee considers a variety of criteria, including, but not limited to, the candidate’s integrity, reputation, judgment, knowledge, experience, commitment, skills, diversity, and independence.

be eligible for election as a director at any annual or special meeting of shareholders unless a written request that his or her name be placed in nomination, together with the written consent of the nominee, shall be received from a shareholder of record entitled to vote at such election by the Corporate Secretary of NW Holdings on or before the later of (a) the thirtieth day prior to the date fixed for the meeting, or (b) the tenth day after the mailing of the notice of that meeting.

Diversity

As indicated above, NW Holdings’ Director Selection Criteria includes a consideration of diversity as one factor in evaluating candidates for Board membership. The Board believes that diversity with respect to factors such as background, experience, skills, geographic location, race and gender are important considerations in Board composition. The Governance Committee discusses diversity considerations in connection with each director candidate, as well as on a periodic basis in connection with the composition of the Board as a whole. In addition, the Governance Committee and the Board conduct formal self-evaluations each year that include an assessment of whether the Governance Committee and the Board have adequately considered diversity, among other factors, in identifying and discussing director candidates. The Governance Committee believes that, as a group, the nominees presented for election at the 20192020 Annual Meeting of Shareholders contribute to the Board’s diverse range of backgrounds, experiences and perspectives.

Board Leadership Structure

The current Board leadership structure separates the roles of Chairman and CEO. The Board evaluates its leadership structure and role in risk oversight on an ongoing basis. The decision to combine or separate the Chairman and CEO roles is determined on the basis of what the Board considers to be best for NW Holdings at any given point in time. Currently, the independent Chair of the Board meets regularly with the CEO and the Corporate Secretary to discuss appropriate business to come before the Board and its committees and actively recommends agenda items for Board meetings. NW Holdings’ Board is structured to promote independence. The directors of the Board meet regularly in executive sessions at which the independent Board Chairman presides and only thenon-management directors are present. Under NW Holdings’ bylaws,Bylaws, the Governance Committee, Audit Committee and OECCOrganization and Executive Compensation Committee must be composed entirely of independent directors and, under its charter, the Finance Committee must have a majority of independent directors. All committees have an independent chair that works with the executive officer primarily responsible for work with that committee and the Corporate Secretary to discuss appropriate business to come before the committee, and to recommend agenda items for that committee. The Board of Directors believes its leadership structure provides for appropriate independence between the Board and management.

The Governance Committee and the Board annually review the Corporate Governance Standards, which can be accessed electronically in the “Corporate Governance” section of NW Holdings’ website atwww.nwnaturalholdings.com, and the performance of the Board is reviewed annually by the members of the Board.

Board’s Role in Risk Oversight

NW Holdings’ management is responsible for theday-to-day management of risks faced by the Company, while the Board of Directors, collectively and through its committees, has responsibility for the oversight of risk management. The Corporate Governance Standards describe the Board’s primary responsibilities, which include oversight of NW Holdings’ mission, and key programs that enable the Board to assess and manage material risks, including, but not limited to, risks related to business continuity, operational matters, gas supply, distribution and storage operations, strategic planning and business development, environmental matters, business improvement and information technology, market competition, economic environment, corporate organizational structure, governance, legislative and regulatory risk and

to ensure the Board has adequate visibility and oversight of the Company’s key areas of risk. Management attends Board and committee meetings and regularly discusses with the Board and the committees various risks confronting the Company.

Committees

There are five standing committees of the Board: Audit, Finance, Governance, OECC, and Public Affairs and Environmental Policy. Each of the standing committees operates according to a formal written charter, all of which are reviewed annually and are available atwww.nwnaturalholdings.com. Copies of the charters are also available in print to any shareholder upon request. The performance of each committee is reviewed annually. Each committee may obtain advice and assistance from internal or external legal, accounting or other advisors, when appropriate. Each committee has the opportunity to meet in executive session withnon-management directors at the end of each committee meeting; the independent chair of the committee presides at these sessions. Each committee regularly reports to the full Board of Directors.

Board and Committees

Audit Committee

NW Holdings’ independent Audit Committee, which regularly reports to the full Board, has primary responsibility for oversight and evaluation of the Company’s policies with respect to significant risks and exposures faced by the Company and the procedures for assessing, monitoring and managing those risks, and reporting on those matters to the Board. The Audit Committee is responsible for overseeing matters relating to accounting, financial reporting, internal controls, auditing, information technology systems, NW Holdings’ Enterprise Risk Management process, business continuity and disaster planning, capital projects and contingencies, and material litigation. It is also responsible for the appointment, oversight and review of the

financial irregularities as well as other compliance and integrity violations.concerns. It also periodically reviews transactions with related parties, as discussed below under “Transactions with Related Persons,” and policies relating to the delegation of Managementmanagement authority. In fulfilling its risk oversight function, the Audit Committee periodically, and as needed, discusses key risks with NW Holdings’ President and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, General Counsel, Chief Compliance Officer, legal counsel, internal auditors, and the Company’s independent registered public accounting firm. A more detailed description of the Audit Committee’s responsibilities is included in the “Report of the Audit Committee,” below.

Finance Committee

The Finance Committee is responsible for reviewing strategies and making recommendations to the Board with respect to NW Holdings’ financing programs, budgets and forecasts, financial policy matters, including hedging policies and practices, and material regulatory issues, including regulatory policy related to financial strategy and policy, capital structure and dividend policy. It makes quarterly recommendations to the Board regarding payments of dividends, and periodically reviews financial reports by Management,management, benchmarking financial performance against peers. The Finance Committee also provides oversight of the Company’s investor relations program and credit agency and NYSE relationships, as well as the Company’s retirement committee. The Finance Committee charter also provides that the Finance Committee will make recommendations to the Board as to the finance aspects of corporate development strategies, such as the acquisition or disposition of business and capital assets.

Governance Committee

The Governance Committee is empowered, during intervals between Board meetings, to exercise all of the authority of the Board in the management of NW Holdings, except as otherwise may be provided by law. The Governance Committee, which serves as the nominating committee, makes recommendations to the Board regarding nominees for election to the Board and committee composition and structure, establishes criteria for Board and committee membership and policies that govern the Board’s activities, reviews and recommends to the Board governance policies and structure including the Corporate Governance Standards discussed below, and evaluates Board and individual director performance. It also considers any questions of possible conflicts of interest of Board members, as well as director independence, and senior executives and, jointly with the OECC, considers CEO succession plans.

Organization and Executive Compensation Committee

The OECCOrganization and Executive Compensation Committee is charged with oversight of the Company’s human capital management. It oversees and reviews plans and preparations for talent succession, including jointly with the Governance Committee, CEO succession; manages risks associated with the transfer of knowledge and expertise of the Company’s workforce as aging employees retire; with input from the full Board reviews the performance of the CEO; considers the performance of other executive officers; makes recommendations to the Board relating to executive compensation programs and benefit plans, as well as monitoring risks related to such plans and programs; and reviews and approves grants under equity incentive plans to eligible employees. The OECC is primarily responsible for ensuring that executive compensation programs and plans are consistent with corporate objectives and the OECC’s compensation philosophy. In fulfilling its compensation risk oversight function, the OECC discusses with its outside consultant key compensation design elements of the Company’s compensation plans and awards, including, but not limited to, whether those plans and awards properly incentivize executive performance, attract and promote retention of valuable executives, and disincent inappropriate risk-taking. In addition to those matters delegated to the OECC by the Board, the OECC also makes recommendations to the Board regarding Board compensation, and organization and executive succession matters. Each member of the OECC meets the criteria for a“non-employee director” under applicable SEC rules. For additional information regarding the OECC, see

Public Affairs and Environmental Policy Committee

The Public Affairs and Environmental Policy Committee reviews and monitors NW Holdings’ significant regulatory matters as well as NW Holdings’ policies and practices relating to significant public and political issues, including charitable and political contributions and budgets, that may impact our business operations, financial performance or public image. It identifies and brings to the attention of the Board current and emerging political and societal trends. The Public Affairs and Environmental Policy Committee oversees our programs and policies relating to civic, human rights, charitable and community affairs, safety, diversity and equal employment opportunities. It also reviews and recommends to the Board appropriate environmental policies and informs the Board concerning our sustainability efforts and the status of our compliance with environmental regulations, as well as oversees our administrative and litigation matters related to our environmental liabilities. It annually reviews the Company’s major environmental risks and the Company’s plans for managing those risks. In carrying out its functions and responsibilities, the Public Affairs and Environmental Policy Committee considers reports received from NW Natural’s Public Affairs and Environmental Policy Committee regarding its matters of oversight. The Public Affairs and Environmental Policy Committee makes recommendations to the Board to ensure that we fulfill our objectives in a manner consistent with the responsibilities of good corporate citizenship.citizenship and any of the Company’s environmental, human rights, or similar policies.

CORPORATE GOVERNANCE STANDARDS

The Board of Directors maintains Corporate Governance Standards that provide NW Holdings and its Board of Directors with guidelines designed to ensure business is conducted with the highest level of integrity. The Corporate Governance Standards are reviewed annually by the Governance Committee to determine if changes should be recommended to the Board of Directors. The Corporate Governance Standards, adopted October 1, 2018,as amended April 3, 2020, are available atwww.nwnaturalholdings.com, and in print to any shareholder who requests a copy. Among other matters, the Corporate Governance Standards include the following guidelines:

The Code of Ethics is available atwww.nwnaturalholdings.com. Copies are also available in print to any shareholder who requests a copy. In addition, the Board of Directors has adopted procedures for the receipt, retention and treatment of concerns of our employees, shareholders, customers and other interested parties regarding accounting, financial reporting, internal controls, auditing or other matters. Concerns may be submitted in writing to thenon-management directors of NW Holdings, c/o Corporate Secretary, 220 NW Second Avenue,250 SW Taylor Street, Portland, OR 97209.97204. Employees and other third parties may also submit concerns anonymously pursuant to the Integrity Hotline atNWNIntegrity.com or1-866-546-3696 also located atorwww.NWNIntegrity.com which is available through our external and internal websites. Our Chief Compliance Officer and Director of Internal Audit handle matters reported on the hotline and both regularly report to the Audit Committee regarding hotline activity and the Chief Compliance Officer regularly

Officer regularly reports to the Audit Committee regarding the Business Integrity program. All employees are required to annually complete an online education program about our Code of Ethics, to ensure their understanding of our commitments.

The Corporate Secretary and Chief Compliance Officer will refer concerns that come directly before her relating to accounting, financial reporting, internal controls or auditing matters to the Chair of the Audit Committee. The Corporate Secretary also regularly reports to the Governance Committee regarding concerns submitted to thenon-management directors of NW Holdings, if any.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the directors and executive officers of NW Holdings (and prior to the holding company reorganization, NW Natural) to file initial reports of ownership and changes in ownership of NW Holdings common stock with the SEC. Based solely on a review of the copies of reports furnished to us and written representations that no other such reports were required, we believe all directors and executive officers timely filed all reports required under Section 16(a) of the Securities Exchange Act of 1934, as amended.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

There are no “Compensation Committee interlocks” or “insider participation,” which SEC regulations or NYSE listing standards require to be disclosed in this Proxy Statement.

TRANSACTIONS WITH RELATED PERSONS

The Board adopted a written policy on the review of related person transactions (Transactions with Related Persons Policy) specifying certain transactions that involve directors, nominees, executive officers, significant shareholders and certain other related persons in which NW Holdings’ or NW Natural is or will be a participant, and that are of the type required to be reported as a related person transaction under Item 404(a) of SEC RegulationS-K, must be reviewed by the Audit Committee. Pursuant to its charter, the Audit Committee is responsible for reviewing related person transactions.

Under the Transactions with Related Persons Policy, the Audit Committee reviews the material facts and circumstances of any transaction that may require reporting under Item 404(a) of SEC RegulationS-K to determine: (i) whether or not the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party; or (ii) whether or not the transaction is otherwise in the best interest of the Company. Upon review of a transaction, the Audit Committee may approve or disapprove the transaction and direct the officers of the Company to take appropriate action. In the event the Audit Committee is not otherwise convening, the transaction may be approved or ratified by the majority of disinterested members of the Board of Directors. We are not aware of any transactions entered into during the last fiscal year that did not follow the procedures outlined in the policy.

Certain Consulting Fees

Lea Anne Doolittle retired as Senior Vice President and Chief Administrative Officer effective December 31, 2018, and retired as an employee of the Company on February 28, 2019. Effective March 1, 2019, the Company engaged Ms. Doolittle to assist in the transition of her responsibilities on a limited basis until December 31, 2019 at a rate of $13,000 per month.

Compensation to Spouse of an former Executive Officer

Ted Smart, the husband of Lea Anne Doolittle, who retired as Senior Vice President and Chief Administrative Officer of NW Natural effective December 31, 2018, has been an employee of NW Natural since February 2006. In November 2006, Mr. Smart moved from his position as a senior auditor to purchasing manager. Ms. Doolittle was not involved in decisions regarding Mr. Smart’s hiring, promotion or compensation. Compensation paid to

SECURITY OWNERSHIP OF COMMON STOCK OF CERTAIN

BENEFICIAL OWNERS

The following table shows ownership of common stock of NW Holdings on December 31, 20182019 by each person who, to our knowledge, owned beneficially more than five percent of NW Holdings common stock, as set forth in a Schedule 13G filed with the SEC:

BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS

AND EXECUTIVE OFFICERS

Set forth below is certain information with respect to beneficial ownership of NW Holdings’ common stock as of December 31, 20182019 by all directors and nominees, each of the Named Executive Officers (NEOs) included in the Summary Compensation Table below and all directors, NEOs, and executive officers as of December 31, 20182019 as a group. If a person’s options are not exercisable within 60 days of December 31, 2018,2019, or the person holds shares in a deferred compensation account and those shares are not scheduled for distribution within 60 days of December 31, 20182019 in the event they terminated their service on December 31, 2018,2019, or they hold any other rights to acquire NW Holdings’ common stock that are not vested and will not vest by 60 days after December 31, 2018,2019, such options, shares or rights are not included in the table, but are included in the footnotes below.

TOTAL OWNERSHIP OF COMMON STOCK BY DIRECTORS

AND EXECUTIVE OFFICERS

Set forth below is the total number of shares of NW Holdings’ common stock owned, directly or indirectly, as of December 31, 20182019 by all directors and nominees, each of the NEOs included in the Summary Compensation Table below, and all directors, NEOs, and executive officers as of December 31, 20182019 as a group. This supplemental table is provided to illustrate each specified individual’s total ownership in NW Holdings, specifically including all shares subject to unexercised options, subject to unvested RSUs, and credited to deferred compensation plan accounts that are excluded from the above table entitled “Beneficial Ownership of Common Stock by Directors and Executive Officers,” as referenced in the footnotes to that table.Amounts included in this table are a different representation of the amounts included in the above table and footnotes entitled “Beneficial Ownership of Common Stock by Directors and Executive Officers,” and are not in addition to amounts included in that table.

EXECUTIVE COMPENSATION

REPORT OF ORGANIZATION AND EXECUTIVE COMPENSATION COMMITTEE

The Organization and Executive Compensation Committee of the Board of Directors of NW Holdings (OECC) is responsible for discharging the responsibilities of the Board of Directors relating to the compensation of executives by ensuring that the Chief Executive Officer and other senior executives are compensated appropriately and in a manner consistent with the stated compensation philosophy of NW Holdings and the requirements of the appropriate regulatory authorities.

The OECC is responsible for producing this report and for providing input and guidance to management in the preparation of the Compensation Discussion and Analysis following this report. In fulfilling its responsibilities, the OECC has reviewed and discussed the Compensation Discussion and Analysis with management.

In reliance on the review and discussion referred to above, the OECC recommended to the Board of Directors (and it has approved and directed) that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into NW Holdings’ Annual Report on Form10-K for the year ended December 31, 2018.2019.

Respectfully submitted on February 28, 201927, 2020 by the Organization and Executive Compensation Committee of the Board of Directors:

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) describes our executive summary, elements and objectives of our executive compensation program for 2019, our pay for performance alignment, executive compensation roles and responsibilities, our compensation philosophy and practices, ourhow executive compensation programdecisions are made, executive compensation plan components and design, the process used to evaluate performance in the context of executive pay decisions, and 20182019 compensation results for each Named Executive Officer (NEO).

EXECUTIVE SUMMARY

Our executive compensation and corporate governance policies and programs are designed to closely tie executive pay to performance and increase long-term shareholder value, without encouraging inappropriate risk-taking. To achieve our objectives, we have adopted the following policies and practices over time:

WHAT WE DO:				WHAT WE DON’T DO:
✓		Use performance-based and stock-based compensation tools with metrics that correlate to shareholder value and emphasize controllable outcomes				Nochange-in-control severancegross-up payments
✓		Set annual and long-term incentive targets based on clearly disclosed and largely objective performance measures				No new participation in supplemental executive retirement plans for officers appointed after 2019
✓		Maintain a high percentage of total target direct executive compensation that is at risk, particularly for the CEO				No routine or excessive perquisites for executives
✓		Utilize tally sheets displaying executives’ total compensation from all sources and the probability of attaining such compensation, biennially to make compensation decisions and periodically to consider plan design changes				No encouraging of unnecessary or inappropriate risk-taking in incentive plan design or executive pay practices
✓		Incorporate clawback policy into annual and long-term cash and equity incentive awards for amounts inappropriately received, and preclude payout in cases of termination for cause				No routine use ofnon-change-in-control severance agreements and when used, use for terms not exceeding five years and with provisions for declining benefits over term
✓		Modified supplemental executive retirement plans to reduce benefits and expenses				No backdating or repricing of stock options
✓		Require meaningful share ownership by executives and directors, and limit ability of executives and directors to hedge or pledge Company securities				No dividends on unearned performance shares or RSUs
✓		Use double-triggerchange-of-control severance provisions				No excessive incentive payments—incentive payments are capped to discourage inappropriate or unnecessary risk-taking
✓		Conduct annualsay-on-pay advisory votes				No employment contracts
✓		Require minimumone-year service for vesting in performance shares and RSUs				No single-trigger performance share vesting on change in control

Elements and Objectives of our Executive Compensation Program for 2019.

The following is a summary of our 2019 executive compensation program:

2019 Compensation Programs

Conversion to a Holding Company StructureNamed Executive Officers

On October 1, 2018, pursuantOur NEOs for fiscal year 2019 are all employed by NW Natural and are as follows:

Allocation of Current vs.At-Risk Compensation

An executive’s base salary is intended to reflect the value of the executive’s position and provide a competitive compensation foundation. The remainder of total direct compensation is at risk and must be earned by achieving short-term and long-term performance goals, which are designed to drive shareholder approval obtainedvalue. The portion of total direct compensation designed to be paid in base salary versus pay at risk depends upon the executive’s position and the ability of that position to influence outcomes, as well as market factors. The CEO has the largest portion of pay at risk. The following charts show the percentage represented by each of the four components of target total direct compensation in 2019 for the CEO and for the other NEOs, as targeted by the OECC, and show that pay at risk as a percentage of total target direct compensation was 71 percent for the CEO and an average of 56 percent for the other NEOs.

Target Total Direct Compensation by Type¹

The following charts show the percentage represented by each of the four components of total direct compensation in 2019 for the CEO and for the other NEOs that could have been achieved if the EAIP had paid out at the 2018 Northwest Natural Gas Company (NW Natural) Annual Meetingmaximum of Shareholders, we completed175 percent of target and the performance shares had paid out at the maximum of 200 percent. Based on maximum potential payouts, pay at risk as a reorganization into a holding company structure, which is widely used inpercentage of total direct compensation would be 81 percent for the utility industry. Our holding company structure created a more agileCEO and efficient platform from which to pursue, finance, and oversee new opportunities, such as inan average of 68 percent for the water sector, while also providing legal separation between our regulated natural gas distribution operations and other businesses. In this reorganization, shareholders of NW Natural (the predecessor publicly held parent company) became shareholders of Northwest Natural Holding Company (NW Holdings), on aone-for-one basis, with the same number of shares and same ownership percentage in NW Holdings as they held in NW Natural immediately prior to the reorganization. Additionally, certain subsidiaries of NW Natural were transferred to NW Holdings.

Prior to the reorganization, our compensation programs largely used financial goals and performance measures tied to NW Natural, which was the ultimate parent and publicly-traded company in our consolidated enterprise. The OECC selected thesetop-level organizational measures in recognition that, while our most senior executives are employed by one entity in our organization, they have responsibilities for oversight and performance of many aspects of the consolidated enterprise. As such, after the reorganization to a holding company structure, the financial goals and performance measures in our compensation plans remain tied to thetop-level consolidated enterprise, which is now NW Holdings, the ultimate parent, and publicly-traded, company. In recognition that NW Natural is currently NW Holdings’ largest operating subsidiary, contributing the majority of NW Holdings’ financial results, certain operational metrics in our compensation plans are tied to NW Natural’s operational performance.NEOs.

Maximum Total Direct Compensation by Type¹

Pay for Performance Alignment

20182019 Performance

In 20182019 we delivered solid financial results, with strong customer growth. Management accomplished key growth initiatives while maintaining our focus on safety, reliability and excellent customer service. Among other accomplishments of 2018, Management:2019, management: advanced our core utility strategic plan by continuing to strive to position NW Natural to thrive inbe a vital component of a low carbon environmentfuture by striving to useleveraging direct use natural gas in an effort to achieve a 30 percent reduction in greenhouse gas (GHG) emissions by 2035; commissioned an independent third-party study highlightingreductions; successfully participated in the need for direct usepassage of Oregon Senate Bill 98, which will allow NW Natural to procure renewable natural gas to most effectively(RNG) on behalf of customers and affordably achieve “deep decarbonization”, or an 80 percent reductionput it in GHG emissions, by 2050; received acknowledgmentthe pipeline in place of traditional natural gas; successfully concluded NW Natural’s Oregon and Washington for an innovative Integrated Resource Plan, incorporating elements of NW Natural’s low carbon pathwaygeneral rate cases, and renewable natural gas strategies; successfully executed an agreement to sell Gill Ranch Storage, LLC, afterfiled a full strategic review culminating in a decision to exit the California gas storage market; effectively managed cleanup and cost recovery efforts related to the NW Natural’s legacy environmental liabilities; continued to collect revenues under NW Natural’s regulatory environmental site remediation and recovery mechanism (SRRM); successfully achieved an order in NW Natural’snew Oregon general rate case, with resolution of only two issues delayed to the first quarter of 2019; prepared for andcase; successfully filed NW Natural’s general rate case2019 integrated resource plan filings with Oregon and Washington public utility commissions; placed NW Natural’s North Mist expansion project in Washington; oversaw commencementservice; entered final stages of construction of a new, more seismically resilient headquarterscentral operations center selected after a multi-year headquarters evaluation project; obtained approval from the California Public Utility Commission for the sale of the Gill Ranch Storage facility; advanced initiatives to attract and retain employees across the generational spectrum in anticipation of the continued trend of baby boomer retirements; advanced diversity, equity and inclusion initiatives; acceptedinitiatives with a national award for Best Small andMid-Cap Ethics and Compliance Program;

of the Net Income factor,Factor, achievement of 121.75122.89 percent out of a possible 175 percent of the Operations factor,Factor, and an average achievement of 150.45142.81 percent out of a possible 175 percent on the priority/individual performance factorPriority/Individual Performance Factor for NEOs eligible for EAIP awards.NEOs.

Three-year performance resulted in a payout of 115.55137.50 percent of target, out of a possible 200 percent total opportunity, from performance share awards under the LTIP for the 2016-20182017-2019 award cycle. The payout under this plan was above the target opportunity because the EPSEarnings Per Share (EPS) Component, which comprised 2050 percent of the performance share award, resulted in a 195.83150 percent payout factor. In addition,factor, and the Total Shareholder Return Component factor,on Invested Capital (ROIC) component, which comprised 4050 percent of the performance share award, resulted in a 102.45100 percent payout factor, due to a cumulative total shareholder return for the period of 52.75 percent, which was below three, and above four, of the companies in the plan’s assigned peer group of seven companies, and the

Results of 20182019 Shareholder Advisory Vote on Executive Compensation

At the Annual Meeting of Shareholders of NW Natural held May 24, 2018,23, 2019, approximately 9798 percent of the shareholder votes cast on the resolution approving the compensation of the NEOs, without regard to abstentions as provided under Oregon law, were cast in favor of the resolution. Counting abstentions as a vote against, approximately 9697 percent of the shareholder votes were cast in favor of the resolution. The OECC considered the level of support indicated by that vote as reflecting favorably on our executive compensation system and determined that no changes in response to the vote were needed.

The OECC strives to utilize best practices in executing its executive compensation responsibilities. Among other practices, the OECC:

procedures of the consulting firmConsultant in place to maintain the objectivity, independence and separation between compensation consulting and investment advisory services, including, but not limited to the consulting firm’sConsultant’s code of business conduct requirement that all the consulting firm’sConsultant’s associates must report any potential conflicts of interest. Pay Governance does not provide any services to NW Holdings other than executive compensation consulting.

How Compensation Decisions Are Made

Guided by its Compensation Philosophy and Company performance, the OECC generally targets each component of executive compensation near the applicable market median range for an executive’s position. However, the OECC makes compensation decisions by considering a number of other factors, all of which inform, but none of which dictate, the OECC’s decisions. Our executive compensation programs are sufficiently flexible to allow pay to vary by individual position if warranted by other factors, including the following:

Competitive Market Position

One method the OECC uses to achieve its Compensation Philosophy is to target each component of compensation at or near the median range of the applicable competitive market data provided by the Consultant. The Consultant has identified the appropriate range for the median of each component of compensation as follows:

provide to the OECC for its review. At that time, the Consultant provides recommendations as to use of proxy data or relevant survey data, including circumstances when other data may be a more appropriate guide.

Target and actual awards in dollars and as a percent of base salary in effect on December 31, 2018,2019, for 20182019 incentive awards paid in 20192020, are set forth in the table below and illustrated in the bar chart immediately following the table for NEOs. The below table also displays median target total cash compensation from market data and the percentage above or below that median of each NEO’s total target cash compensation (EAIP(target EAIP award plus base salary).

The OECC set the target amount payable under the EAIP to Mr. Anderson at the level that, when combined with base salary, placed his total target cash compensation near the 50^th percentile of peer proxy data. With respectThe OECC considered each NEO’s functional position and areas of responsibility and applied the same adjustments to Mr. Burkhartsmeyer,Messrs. Burkhartsmeyer’s and Palfreyman’s and Ms. Saathoff’s positions for target total cash compensation that were applied for purposes of base salary. After the application of these adjustments for additional areas of responsibilities, the salaries for Ms. Saathoff and Ms. Doolittle, the OECCHeiting and Mr. Palfreyman were set target amounts payable under the EAIP at levels that placed total target cash compensation within the median range of peer proxy datathe applicable market data. Total targeted cash compensation for their respective positions. The OECCMr. Burkhartsmeyer was set Ms. Heiting’s total target cash compensation slightly below the adjusted median range of energy survey data, reflecting her recent assumption of new responsibilities and the expectation of higher than average pay increases as she continues to develop in her role.applicable market data.

The OECC gives considerable attention to what performance measures are appropriate for the EAIP. The OECC has discretion to authorize adjustments to performance measure calculations to take into account unanticipated circumstances or significant,non-recurring or unplanned impacts as the OECC determines is appropriate. The OECC retains this authority as a compensation plan risk mitigation strategy to avoid circumstances where EAIP goals could incent executive actions that would not be aligned with the best interests of our businesses or shareholders long-term. For example, if it were in the best interests of our businesses and investors to divest of certain assets or lines of business, and such divestiture would result in a charge in the short-term, but would strengthen our business and our earnings long-term, the OECC desires to maintain the flexibility to adjust measure calculations to avoid penalizing executives for acting in accordance with our businesses’, and shareholders’, best interests. In the OECC’s view, to retain the talent needed on the executive team, and keep that team focused, engaged and driving to the right results for shareholders, certain extraordinary,non-recurring or unplanned impacts should be excluded when calculating EAIP performance measure results. As an additional safeguard to this ability to make adjustments to performance measure calculations, the OECC has discretion to recommend an award increase up to a maximum of 175 percent of

the target when goals are exceeded or to reduce an executive’s performance-based award when goals are not achieved.

Priority/Individual Performance Factor. Thirty percent of each NEO’s annual incentive target award is based on the Priority/Individual Performance Factor determined by individual performance goals, which include some “stretch” goals. In the case of the CEO, individual goals are determined by the OECC in consultation with the CEO. Whether the CEO has attained his goals is determined largely based on the OECC’s assessment, with input from the full Board, of the CEO’s performance. The other NEOs’ individual performance goals align with the CEO’s goals and support our strategic plans. The 20182019 priority goals from which executives derive their Individual Performance Factors included, among other goals:

In addition to the above shared executive officer goals, Mr. Anderson identified 20182019 CEO performance goals which included achieving additional financial performance goals, advancing certain NW Natural utility business opportunities and initiatives, achieving certain strategies related to our storage business and other business development activities, advancing the water sector growth strategy, and continued strengthening of alignment, development, and succession planning activities of the executive management team.

The CEO evaluated the 20182019 individual performance of each NEO on a scale from 0 to 175 percent, based on priority/strategic goals specifically identified for each NEO. A rating of 100 percent indicates goals, including a particular “stretch” goal, were met, while ratings between 100 and 175 percent indicate extraordinary performance or achievement of multiple “stretch” goals. The OECC, with input from the full Board, uses this same method of assessment to establish theyear-end performance rating for the CEO. The OECC determined that executives had met or exceeded their goals and assigned a rating of 147.25141.2 percent for Mr. Anderson’s individual performance. Performance of the other NEOs ranged from 145141.3 percent to 160144.4 percent.

Together with the Net Income Factor of 116.16132.09 percent and Operations Factor of 121.75122.89 percent, the priority/individual performance of the NEOs resulted in an overall average payout under the EAIP of 128134 percent of target.

Long-Term Incentives

In 2018,2019, the long-term incentive portion of our executive compensation program consisted of two components: RSUs with performance threshold and performance shares. For purposes of valuing awards, we define the expected value of each RSU and share of performance share awards as the estimated market price of NW Holdings’ common stock near the grant date. The OECC targeted an allocation of the expected value of long-term incentives for 20182019 at approximately 35 percent RSUs with a performance threshold and 65 percent performance share awards. The OECC believes the allocation between RSUs with a performance threshold and performance shares provides a balanced performance focus for executives.

The OECC determined that, given the variability in long-term incentive plan design and weighting across industries, and across companies of various size within industries, the most appropriate guide for targetedlong-term incentive opportunities was the market data provided by the Consultant. The expected value of long-term incentives granted to the NEOs in 20182019 are displayed in the below table.

Restricted Stock Units with Performance Threshold.At its meeting each February, the OECC grants performance contingent RSUs under the LTIP. This practice gives the OECC the benefit of considering the relative value of all components of each executive’s total compensation.Off-cycle grants may occur when new RSUs are granted to attract new employees, to reward extraordinary performance, for retention purposes, or in recognition of promotions. Depending on the circumstances, theseoff-cycle grants may not include a performance threshold, and may include a vesting schedule that differs from the standard RSU with performance threshold vesting schedule. Mr. Burkhartsmeyer, as part of his initial attraction and retention package, received a grant of 6,016 RSUs without a performance threshold scheduled to vest ratably on March 1 of each of 2018, 2019, 2020 and 2021, subject to continued employment. Similarly, Ms. Saathoff, in recognition of her promotion to Senior Vice President, Regulation and General Counsel, in July 2016, received a grant of 3,100 RSUs without a performance threshold which will vestone-fourth on each of March 1, 2019 and 2020, and the remainingone-half on March 1, 2021. All RSU agreements “clawback” payments that were achieved due to misconduct. No other NEO has an RSU agreement without a performance threshold.

An RSU obligates NW Holdings upon vesting to issue to the RSU holder one share of common stock plus a cash payment equal to the total amount of dividends paid per share between grant and vesting of the RSU. The performance threshold for the RSUs will be met on each vesting date if NW Holdings’ return on common equity for the preceding year is greater than NW Holdings’ average cost of long-term debt for the preceding five years. No RSUs with a performance threshold will vest in a given year if the performance threshold is not met, and shares subject to vesting in that year will be forfeited. In general, if the performance threshold is met, RSUs vest for 25 percent of the awarded shares on March 1 of each of the first four years after the grant date. For purposes